Dividend Rights

• Cumulative Dividend Rate: Each Pref Share shall carry a cumulative preferential dividend at the rate of eight percent (8%) per annum, calculated on the original issue price of the Pref Shares (“Original Issue Price”).

• Accrual and Priority: Dividends shall accrue annually from the date of issuance and shall be cumulative and calculated in “simple” method, meaning that any unpaid dividends in any given year shall accrue and be payable in subsequent years before any dividends are paid on common or other junior shares.

Conversion Rights

• Trigger Events: The Pref Shares shall automatically convert upon either:

1. A Trade Sale (merger, acquisition, or sale of substantially all of the Company’s assets), or

2. A Listing on any recognized stock exchange (an Initial Public Offering or similar event).

• Conversion Ratio: Upon such Trigger Event, all outstanding Pref Shares will convert into common shares representing twenty-five percent (25%) of the Company’s fully diluted share capital.

• Dividend Conversion:

  1. All accrued but unpaid dividends on the Pref Shares at the time of conversion shall be paid in the form of additional common shares.

  2. The price at which these additional dividend shares are issued shall be set at a twenty percent (20%) discount to the transaction price (in a Trade Sale) or the listing/offer price (in an IPO).

  3. For clarity, the number of dividend shares issued is calculated by taking the total accrued dividend amount and dividing it by 80% of the per-share price determined at the Trigger Event.

Redemption Rights

• Company Option to Redeem: The Company shall have the right, but not the obligation, to redeem (in whole or in part) any or all Pref Shares at any time prior to a Trigger Event.

• Redemption Price:

  1. For any Pref Shares redeemed, the Company shall pay the holder(s) of such shares an amount equal to the Original Issue Price plus all accrued and unpaid dividends (on a pro rata basis if partially redeemed).

  2. Payment must be made in cash (or another mutually agreed medium).

• Redemption Notice:

  1. In the event the Company elects to redeem any portion of the Pref Shares, it shall provide sixty (60) days’ written notice to the holder(s) of such shares, specifying the redemption date, the number of shares to be redeemed, and the redemption amount payable.

  2. Upon receipt of such notice, the investor and the Company shall cooperate to effect the redemption as stated in the notice.

• Effect on Remaining Shares: Any Pref Shares not redeemed shall continue to accrue dividends at the stated 8% rate and shall remain subject to all terms and conditions set forth herein.

Priority of Payment

• Ranking Among Existing Preference Shares: The Pref Shares shall rank pari passu (on par) with any existing or future preference shares of the Company.

Liquidation & Other Preferences

• In the event of any liquidation, dissolution, or winding up of the Company (not constituting a Trade Sale trigger event), the holders of the Pref Shares shall be entitled to receive an amount equal to the Original Issue Price plus any accrued and unpaid dividends on such Pref Shares before any distribution to holders of common shares or other junior equity securities.

Voting Rights

• The  Pref Shares shall carry no voting rights with respect to ordinary corporate governance matters.

Governing Law & Dispute Resolution

• This term sheet and any final agreement incorporating these terms shall be governed by and construed in accordance with the laws of Malaysia. Disputes shall be resolved in the courts of Malaysia

Miscellaneous

Each party agrees to execute and deliver any additional documents and to take any further actions as may be reasonably necessary to give full effect to the intent and purposes of these terms.

Disclosure
The Issuer has previously issued 10,000 Preference Shares at a price of RM100 per share to an investor under the Shares Subscription Agreement dated December 23, 2024 (the "Earlier Preference Shares "). The Earlier Preference Shares carry an 8% annual dividend and convertible into 5% of the Company's ordinary shares upon Trade Sale or Listing.

In the event of cumulative dividend, the cumulative preferential dividends shall be payable at the time of conversion of the Earlier Preference Shares or payable in priority of the ordinary shareholders at the time of Liquidation event. Unpaid dividend of the Earlier Preference Share investor shall accrue and remain payable until settled upon the occurrence of a conversion or liquidation.

In the event of Liquidation, Earlier Preference Shares investor shall have the right to receive prior to any distribution to equity shareholders - an amount equal to 1.0 times the original purchase price per share along with any accrued and unpaid cumulative dividends. 

In the event where the Issuer issues additional shares of its capital stock at a price per share less than the price per share paid by the Earlier Preference Shares investor, the conversion price of the investor's shares shall be adjusted on a broad-based weighted average basis to protect the investor from dilution. 

In the event of any stock split, reverse stock split, stock dividend, subdivision, combination or similar recapitalization affecting the number of outstanding shares, proportional adjustment shall be made to the conversion price and the number of shares issuable upon conversion of the the investor's shares to reflect such changes

The information, calculations and remarks expressed on this term sheet or on any other part of the platform are based on information provided, disclosed and presented by the Issuer, Wiz Asia Sdn Bhd to Ata Plus Sdn Bhd, either in part or in whole. Ata Plus disclaims responsibility for the accuracy, completeness and/or validity of this information, and hence will not be held liable for any inaccurate, inappropriate or incomplete information presented on this term sheet or on any other part of the platform subject to the following :

The financial information listed on the deal page is provided by the Issuer; which includes the financial forecasts and projections, the capitalisation table, the term sheet, and management accounts.

The financial forecasts and projections have been prepared by the Issuer based on assumptions that have not been reviewed and certified by an independent certified accountant for reasonableness.

THE ISSUER agrees that; all information concerning the product, business and assets of THE ISSUER that have been furnished to Ata Plus Sdn Bhd for the purpose of the equity crowdfunding campaign is true, complete, and accurate in all material respects and is not misleading or deceptive whether by inclusion or omission.

Should the Investor require more information, they can do so by contacting Wiz Asia Sdn Bhd directly at [email protected] or by clicking on the ‘CONTACT’ button on the Deals Page.

This issuer is referred by a 3rd party which is . Ata Plus is not associated or related to the issuer and the referral party.

(i) No shares will be alotted or issued based on this document after six months from the closing of the offer period

(ii) This issue, offer or invitation for the offering is a proposal not requiring authorisation of the Securities Commission under section 212(8) of the CMSA 2007

(iii) This document has not been reviewed by the Securities Commission Malaysia. The Securities Commission does not recommend nor assumes responsibility for any information including any statement, opinion or report disclosed in relation to this fund raising exercise and makes no representation as to its accuracy or completeness. The Securities Commission expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the information disclosed.